The Complex Commercial Litigation Law Review: Singapore

Overview

Contract law in Singapore is deeply rooted in the common law tradition and traces its origins to the English common law of contract. Singapore has since developed its own contract law jurisprudence and has become a thought leader in its own right. To that end, Singapore contract law judgments have been cited as authority in the highest courts of other jurisdictions, including England and Wales and Australia.

Singapore emphasises the swift and efficient resolution of commercial disputes, which can be seen by its ranking as the number one place in the world to enforce a contract.2 It takes an average of 164 days to enforce a contract in Singapore, compared with an average of 590 days in member countries of the Organisation for Economic Co-operation and Development.

In a further move to increase the efficiency of dispute resolution, Singapore revamped its court structure at the start of 2021, introducing the Appellate Division of the High Court. With this change, High Court cases decided by the General Division can go to the Appellate Division on appeal – a departure from the current arrangement, which sees all appeals against High Court decisions going to the apex Court of Appeal. The new Appellate Division will enable the Singapore courts to better deploy judicial resources and manage the appeals caseload, which will be allocated between the existing Court of Appeal and the new Appellate Division, while continuing to maintain high standards of access to justice and quality of justice.3

All these factors considered, Singapore remains one of the best places to bring or defend a contractual claim.

Contract formation

A few requirements must be met before a contract is formed. They are:

  1. offer and acceptance;
  2. consideration;
  3. intention to create legal relations; and
  4. certainty of terms.

Contracts may be formed in writing, orally or by conduct.

i Offer and acceptance

An offer is an expression of willingness to contract made with the intention (actual or apparent) that it shall become binding on the person making it as soon as it is accepted by the person to whom it is addressed.4 Whether there is an intention that an offer shall become binding as soon as it is accepted is to be determined by an objective standard. The offer must also be communicated to the offeree.

An offer is different from an invitation to treat, which is an attempt to initiate negotiations, to induce offers; therefore, it follows that a response to an invitation to treat can never result in a concluded contract.5 Examples of invitations to treat include advertisements, priced goods on display and tenders.

An offer may be terminated if it has not been accepted by the offeree. This may be done, among other things, by revocation, rejection of an offer or expiration. An offer is deemed to be accepted if there is a final and unqualified expression of assent to the terms of the offer.6

Similar to an offer, whether there is an acceptance is to be objectively ascertained. The acceptance must also be communicated to the offeror. Acceptance is not a process but an event, and there must be a single point in time where consensus ad idem between the parties is reached.7

This is essential to ensure commercial certainty between the parties8 and will affect important matters, such as limitation periods for contractual actions. 9

ii Consideration

A valid offer and acceptance alone cannot form a contract. With the exception of agreements formed by way of deed, there must be consideration that flows from the promisee to the promisor for a valid contract to be formed. The Singapore courts do not inquire about the adequacy of the consideration; Singapore law requires only that the promisee's act, forbearance or promise has some economic value, even if that value cannot be quantified.10

An interesting development in the law of contract in Singapore has to do with the necessity for consideration in the variation of contracts. The Court of Appeal recently clarified that consideration is still required for the variation or modification of an existing contract.11 In coming to its decision, the Court of Appeal considered that the approach taken in New Zealand and Canada was either inconclusive or unpersuasive. It took the view that requiring consideration for the variation of a contract is just as important as the necessity for consideration in the formation of a contract.12

iii Intention to create legal relations

Parties must also have intended that the agreement be legally binding for there to be a valid contract. It must be demonstrated that there was an intention on the part of both parties that the transaction entered into was to have legal effect before a valid contract can be said to have been formed. 13

iv Certainty of terms

A contract may be unenforceable for uncertainty or incompleteness even though there has otherwise been both offer and acceptance between the parties.14 A contract may be binding even if some terms have yet to be agreed upon, as long as all material terms have been agreed.15

Contract interpretation

Contractual interpretation is the process of ascertaining the meaning of expressions in a contract.16 In Singapore, the principles of contractual interpretation are well established, and the Court of Appeal in Leiman, Ricardo and another v. Noble Resources Ltd and another summarised these as follows:

  1. the starting point is that the court looks to the text that the parties have used;
  2. the court may have regard to the relevant context, as long as the relevant contextual points are clear, obvious and known to both parties;
  3. the court has regard to the relevant context because it then places itself in the best possible position to ascertain the parties' objective intentions by interpreting the expressions used by the parties in the contract in their proper context; and
  4. in general, the meaning ascribed to the terms of the contract must be one that the expressions used by the parties can reasonably bear.17

When determining the objective intention of the parties, due consideration is given to the commercial purpose of the transaction or provision and, more narrowly, to why a particular obligation was undertaken.18

i Extrinsic Evidence

Extrinsic evidence of the external context of the document is admissible in aid of contractual interpretation, even if there is no ambiguity in the contract sought to be interpreted; however, the extrinsic evidence in question must be relevant, reasonably available to all the contracting parties and relate to a clear or obvious context.19

However, Proviso (f) to Section 94 of the Evidence Act does not allow the admissibility for evidence of the drafter's subjective intentions, except where the expression in the instrument is latently ambiguous.20

The issue of the admissibility of parties' subsequent conduct to aid the interpretation of the contract was recently discussed by the Singapore High Court in Tembusu Growth Fund II Ltd and another v. Yee Fook Khong and another.21 In that case, the judge decided that the subsequent conduct of the parties could be used as it had satisfied the tripartite requirements of relevancy, reasonable availability, and clear or obvious context. The question of the admissibility of parties' subsequent conduct was previously considered an open question. With the High Court's recent decision, the Court of Appeal may soon have the opportunity to finally determine that this question is no longer an open one.

ii Implied terms

Under Singapore law, the court may imply terms into a contract to fill a gap where a contract is silent on a particular issue, as long as the implied term does not contradict the express provisions of a contract. The implication of terms in a contract is considered using a three-step process:22

  1. the first step is to ascertain how the gap in the contract arose, and the court will only imply a term if the parties did not contemplate the gap;
  2. the court will then consider whether it is necessary in the business or commercial sense to imply a term to give the contract efficacy; and
  3. finally, the court considers the specific term to be implied, which must be one to which the parties, having regard to the need for business efficacy, would have undoubtedly responded in the affirmative had the proposed term been put to it at the time of the contract. If it is not possible to find such a clear response, the gap persists and the consequences of that gap ensue.

The implied term must be reasonable, equitable and capable of clear expression, and it must not contradict any express term of the contract.23

Dispute resolution

i Threshold requirements

In general, civil cases involving claims not exceeding S$60,000 are heard by the magistrates' courts. Claims of more than S$60,000 but not exceeding S$250,000 are heard by the district courts, while claims of more than S$250,000 are heard by the General Division of the High Court.24

If the claims are of an international and commercial nature, the parties may opt to have their commercial disputes adjudicated in the Singapore International Commercial Court (the SICC), which is a division of the General Division of the High Court designed to deal with transnational commercial disputes. This can be done by the parties submitting to the court's jurisdiction under a written jurisdiction agreement.

A case commenced before 2 January 2021 in the High Court or commenced on or after that date in the General Division, may be transferred to the SICC.25 Since its establishment in 2015, the SICC has gained a reputation for the quality and speed of the judgments rendered in a wide range of high-value cases involving international parties and counsel.

ii Alternative dispute resolution

Aside from having a court system well-equipped to deal with complex commercial litigation matters, Singapore is a pro-arbitration jurisdiction and possesses a strong legal framework that supports alternate dispute resolution. The year 2020 was another watershed year for alternative dispute resolution in Singapore as the caseload of the Singapore International Arbitration Centre (SIAC) crossed the 1000 mark for the first time, with a total of 1,080 cases filed with the SIAC.

Singapore was, for the first time, ranked as the most preferred arbitral seat (together with London) in the 2021 White & Case International Arbitration Survey.26 The SIAC was also recognised as the second most preferred arbitral institute by respondents to the White & Case survey.

Singapore is also a strong proponent of mediation as a means of dispute resolution and was the first country to ratify the United Nations Convention on International Settlement Agreements Resulting from Mediation (the Singapore Convention). The Singapore Convention is a multilateral treaty that offers a uniform and efficient framework for the enforcement and invocation of international settlement agreements resulting from mediation. It applies to international settlement agreements resulting from mediation, concluded by parties to resolve a commercial dispute. The Convention will facilitate international trade and commerce by enabling disputing parties to easily enforce and invoke settlement agreements across borders.27

To date, the Singapore Convention has 55 signatories, including the world's two largest economies: the United States and China.

Breach of contract claims

When a party to a contract unlawfully fails to perform his or her contractual obligations, a breach of contract will have occurred. Since performance of contractual obligations must be precise, any derogation from full and precise performance amounts to a breach.28

A breach of contract arises when a party to a contract:

  1. expressly or implicitly refuses to perform in accordance with the terms of the contract;
  2. incapacitates itself such that it is no longer possible for it to perform in accordance with the terms of the contract; or
  3. fails to perform in accordance with the terms of the contract at the time when contractual performance is due, whether by not performing at all or by performing defectively.29

In the event of a breach of contract, there is no automatic legal right conferred on the innocent party to the contract (i.e., the party that is not in breach of contract) to elect to treat the contract as discharged (i.e., to terminate the contract).30 If the breach is a repudiatory breach, the innocent party may elect to terminate the contract. A breach is considered repudiatory where:

  1. a party, by one's words or conduct, clearly conveys to the other party to the contract that it will not perform its contractual obligations at all;
  2. there was a breach of a term that the parties had designated as so important that any breach would entitle the innocent party to terminate the contract; and
  3. where the breach, often described as a fundamental breach, will deprive the innocent party of substantially the whole benefit of the contract.31

The burden of proving that a breach of contract had occurred falls on the party seeking to establish the breach.

Defences to enforcement

Breach and non-performance of contract do not always lead to liability. The parties can be released from a contract through agreement or by operation of law, or they can argue that certain vitiating factors apply that affect the validity of the contract.

i Agreement

The parties can agree to release each other from the obligations of the contract without any liability through:

  1. a subsequent contract for mutual release of outstanding obligations; and
  2. a force majeure clause that contractually provides for non-performance following from certain events to be excused so as not to amount to a breach

ii Frustration

Another way the parties can be released from a contract without liability is through the doctrine of frustration. Frustration releases the parties from liability if a supervening event (without default of either party) renders a contractual obligation radically or fundamentally different from what has been agreed in the contract.32

Such a discharge from the contract is not fault based; it discharges both parties automatically by operation of law. The doctrine is a narrow one that only applies in exceptional circumstances.33

iii Mistake

A mistake is when one or both parties enter into a contract under a misapprehension of the basis or a critical aspect of the transaction. If raised successfully, an allegation of mistake may lead to the contract being declared void or voidable. There are three types of contractual mistake:

  1. mutual mistake – both parties misunderstand each other and are at cross-purposes;
  2. common mistake – both parties make the same mistake; and
  3. unilateral mistake – only one of the parties makes a mistake, and the other party knows of his or her mistake.34

Mutual mistake

If A contracts with B believing that he is purchasing X but B actually intends to sell Y to A, there is no contract between the parties because of a mutual mistake. A transaction entered into under a mutual mistake (relating to a fundamental aspect of the contract) is void.

Common mistake

Common mistake between the parties may void a contract. A common mistake occurs when both parties are mistaken regarding the basis upon which they contracted (e.g., both parties thought they were contracting with regard to certain specific contractual subject matter, but it turns out that the actual contractual subject matter is radically different).35 There are two broad categories of common mistake: common mistake at common law and common mistake in equity.

Common mistake at common law

For the doctrine of common mistake at common law to apply, the following preconditions must be met:

  1. there must have been no allocation of risk to either party of the consequences occasioned by the mistake; and
  2. the mistake concerned must not be attributable to the fault of either party.36

The test to determine if common mistake operates to void the contract at common law is as follows:

  1. the mistake must be shared by both parties and relate to facts or law before the contract was concluded; and
  2. the mistake must render the subject matter of the contract fundamentally different from the subject matter that the parties contracted on as constituting the basis of their contract.37
Common mistake in equity

Although abolished in English law, the doctrine of common mistake in equity continues to apply in Singapore.38 If a mistake is not sufficiently fundamental to render a contract void at common law, it may still be set aside, provided that the mistake is sufficiently serious.

Unilateral mistake

Where one party is mistaken about an important term of the contract and the other party is (or ought to be) aware of the first party's mistake, the contract may be vitiated by unilateral mistake.

Where B has actual knowledge of A's mistake (on a fundamental term), there is no consensus ad idem. The common law doctrine of unilateral mistake would render the contract void.39

Where B only has constructive knowledge of A's mistake, the court may exercise its equitable power to set the contract aside (i.e., the contract is voidable) if B is guilty of unconscionable conduct.40 The court may refuse to grant relief when it is unconscionable for the non-mistaken party to insist that the contract be performed.41

iv Illegality and public policy

A contract may be held void and unenforceable if it is prohibited by statute or is against public policy.42 A Singapore court will hold that a particular contract is void and unenforceable as being contrary to public policy because of the wider public interest, which, in those cases, overrides the parties' individual contractual rights.43

Even if the statutory provision concerned does not prohibit the contract per se, the contract could still be void and unenforceable at common law if one or both parties entered into it with the intention or purpose of contravening the statutory provisions in question.44

Generally, the illegality doctrine applies to defeat claims and not defences.45 For contracts that are entered into with the object of committing an illegal act, the courts will apply the principle of proportionality to decide whether to allow recovery under the contract. The non-exhaustive factors in the analysis include:

  1. whether allowing the claim would undermine the purpose of the prohibiting rule;
  2. the nature and gravity of the illegality;
  3. the remoteness or centrality of the illegality to the contract;
  4. the object, intent and conduct of the parties, and
  5. the consequences of denying the claim.46

v Limitation

Under Singapore law, claims founded on a contract must be brought within six years of the date on which the cause of action accrued;47 however, in instances of fraud and mistake, the period of limitation does not begin to run until the plaintiff has discovered the fraud or the mistake, as the case may be, or could with reasonable diligence have discovered it.48

Fraud, misrepresentation and other claims

A contract that is induced by fraud or misrepresentation may also be set aside. Misrepresentation occurs when one party to a contract makes a false statement to the other contracting party that induces the latter to enter into the contract.

i Fraud and misrepresentation

The elements of misrepresentation are as follows:

  1. a representation must be made by the defendant to the claimant;
  2. the representation must be false or untrue;
  3. the misrepresentation must have induced the claimant into entering the contract; and
  4. the claimant must have suffered a loss as a result.49

These are common elements for fraudulent misrepresentation, negligent misrepresentation and innocent misrepresentation.

For fraudulent misrepresentation (tort of deceit), the claimant must, in addition, prove that the representation was made with knowledge that it is false or in the absence of any genuine belief that it is true.50

For negligent misrepresentation (tort of negligent misstatement), the claimant must show that the defendant owes him or her a duty of care that was breached.

Misrepresentation renders the contract voidable at the option of the innocent party because a contract that results from misrepresentation is one that is defective in its formation. The innocent party is, therefore, entitled to the rescission of the contract.51

Misrepresentation may also be made innocently. In such a case, the claimant is not entitled to damages at common law, but it may persuade the court to exercise its discretion under Section 2(2) of the Misrepresentation Act to award damages. A claim under Section 2(1) of the Misrepresentation Act (an action in contract) is similar to that of negligent misrepresentation, except the burden of proving the absence of negligence lies on the defendant rather than the claimant.52

ii Undue influence

Undue influence occurs when a person abuses its dominant position or relationship of trust and confidence to procure the victim's consent to the contract. Contracts procured by undue influence are voidable.

Under Singapore law, there are two classes of undue influence:

  1. Class 1 is actual undue influence. The claimant must show that:
    • the defendant had the capacity to influence him or her;
    • the influence was exercised;
    • its exercise was undue; and
    • its exercise brought about the transaction.53
  2. Class 2 is presumed undue influence. The claimant is not required to prove actual undue influence; it suffices to demonstrate that:
    • there was a relationship of trust and confidence between the parties;
    • the relationship was such that it could be presumed that the defendant abused the claimant's trust and confidence in influencing the claimant to enter into the impugned transaction; and
    • the transaction was one that calls for an explanation.54

iii Unconscionability

The narrow doctrine of unconscionability applies in Singapore. To invoke the doctrine, the plaintiff must show that he or she was suffering from an infirmity that the other party exploited in procuring the transaction. The infirmity must have been of such sufficient gravity that it acutely affected the claimant's ability to conserve his or her interests, and it must also have been, or ought to have been, evident to the other party procuring the transaction.55

Upon the satisfaction of this requirement, the burden is on the defendant to demonstrate that the transaction was fair, just and reasonable.56

Remedies

The following types of judicial remedy are commonly sought for breach of contract: compensatory damages, liquidated damages and equitable remedies.

i Compensatory damages

In general, damages are compensatory in nature (i.e., to 'make good' or 'make up' to the aggrieved party for any pecuniary losses that have been incurred as a result of the breach.

When a contract is terminated pursuant to a repudiatory breach and damages are awarded, the court seeks to place the innocent party in the position he or she would have been in had the contract been performed.57

ii Liquidated damages

Parties may come to an agreement in respect of the amount of damages to be paid in the event of a breach. This takes the form of liquidated damages, which are common in commercial contracts.

The liquidated damages clause must provide a genuine pre-estimate of the likely losses as assessed at the time of contracting. If it does not, and the sum stipulated is extravagant and unconscionable, the clause may amount to a penalty clause, which is not enforceable.58

The Court of Appeal in Denka Advantech Pte Ltd and another v. Seraya Energy Pte Ltd and another and other appeals recently affirmed that the penalty rule remained good law. In reaffirming this position, it rejected the positions in the United Kingdom (that a liquidated damages clause is a penalty only if it was out of all proportion to any legitimate interests of the aggrieved party) and Australia (which extended the scope of the penalty to apply in situations not involving breach of contract).59

iii Equitable remedies

Examples of equitable remedies include specific performance and injunction.

Where damages are an inadequate remedy for breach of contract, the court may order specific performance (i.e., an order to compel the promisor to do what he or she had promised to do).

Where the contractual obligation is a negative one, the aggrieved party may also ask the court to impose a prohibitory injunction (not to do something). If the breach of the negative obligation lies in the past, the aggrieved party may seek a mandatory injunction instead (to reverse the effects of the breach).

iv Limitations to recovery of losses

There are limitations to the liability of the contract breaker. Losses that are too remote are not compensable. The damages claimed must either:

  1. arise naturally according to the usual course of things or flowing from what may reasonably be supposed to be in the contemplation of both parties when they contracted; or
  2. arise from the consequences that are foreseeable as not unlikely in light of the contract breaker's actual knowledge of special facts and circumstances.60

Parties may also choose to limit their liability for losses caused by breach of contract by inserting clauses to that effect in the contract (limitation of liability clauses). The Singapore courts will give effect to those clauses, subject to contractual interpretation principles on the scope of those clauses and the operation of the Unfair Contract Terms Act.

Losses that the aggrieved party could have taken reasonable steps to avoid but did not are also not compensable.

Conclusions

When parties are deciding which national law should govern their agreements, they must have regard to the principles of contract law of that jurisdiction. Singapore contract law offers transparency and certainty in its application. From the cases presented in this chapter, we have seen that the Singapore courts seek to hold parties to their contractual obligations and will only depart from that norm in limited circumstances.

Singapore is seen as a safe and reputable place to do business owing to its strong rule of law. Parties have recourse to robust courts that take a dim view of those who try to renege from their contractual obligations; therefore, parties should feel confident in choosing Singapore law as the governing law of the contract as they know that their position will be safeguarded in the event of a wrongful breach by another party.

Singapore contract law, while established and stable, is in a constant state of development. For example, the Singapore Court of Appeal, in the recent case of Quoine Pte Ltd v. B2C2 Ltd (a case that dealt with cryptocurrencies), had the opportunity to decide how unilateral mistakes should apply to contracts made by computerised trading systems. They found that it was the programmer's state of knowledge that was relevant and to be attributed to the parties. This shows that Singapore contract law is able to adapt to emerging trends and will not fall behind in its application to an ever-changing legal landscape.

Footnotes

1 Elan Krishna, Joan Lim-Casanova and Paul Tan are partners at Cavenagh Law LLP. Cavenagh Law LLP and Clifford Chance Pte Ltd are registered in a formal law alliance in Singapore under the name Clifford Chance Asia. The authors wish to thank Dilshaan Singh Gill for his assistance in the preparation of this chapter.

3 Tham Yuen-C, 'New appeals division of High Court to start hearing cases from Jan 2', The Straits Times (18 December 2020).

4 Aircharter World Pte Ltd v. Kontena Nasional Bhd [1999] 2 SLR (R) 440 at [30].

5 Gay Choon Ing v. Loh Sze Ti Terence Peter [2009] 2 SLR(R) 332 at [48].

6 Edwin Peel, Treitel on the Law of Contract, 15th edn., United Kingdom, Sweet & Maxwell, 2020, p. 18.

7 Day, Ashley Francis v. Yeo Chin Huat Anthony [2020] 5 SLR 514 at [46].

8 ibid. at [49].

9 ibid. at [48].

10 Ma Hongjin v. SCP Holdings Pte Ltd [2019] SGHC 277 at [79].

11 Ma Hongjin v. SCP Holdings Pte Ltd [2021] 1 SLR 304 at [60].

12 ibid. at [94].

13 Gay Choon Ing v. Loh Sze Ti Terence Peter [2009] 2 SLR(R) 332 at [71].

14 Andrew B L Phang and Yihan Goh, The Law of Contract of Singapore, Singapore, Academy Publishing, 2012, paragraph 03.145.

15 Day, Ashley Francis v. Yeo Chin Huat Anthony [2020] 5 SLR 514 at [31].

16 Sembcorp Marine Ltd v. PPL Holdings Pte Ltd and another and another appeal [2013] 4 SLR 193 at [27].

17 Leiman, Ricardo and another v. Noble Resources Ltd and another [2020] 2 SLR 386 at [59].

18 MCH International Pte Ltd and others v. YG Group Pte Ltd and others and other appeals [2019] 2 SLR 837 at [26].

19 Zurich Insurance (Singapore) Pte Ltd v. B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR (R) 1029 at [114] and [125].

20 Sembcorp Marine Ltd v. PPL Holdings Pte Ltd and another and another appeal [2013] 4 SLR 193 (Sembcorp Marine)at [59].

21 Tembusu Growth Fund II Ltd and another v. Yee Fook Khong and another [2020] SGHC 104 at [84].

22 Sembcorp Marine at [101].

23 Sembcorp Marine at [98].

25 Order 110, Rule 12 of the Rules of Court (Cap 322, R5).

26 White & Case, '2021 International Arbitration Survey: Adapting arbitration to a changing world' at 'Current choices and future adaptations (6 May 2021).

27 'Background to the Convention' on the website of the Singapore Convention on Mediation: www.singaporeconvention.org/convention/about (last accessed: 25 October 2021).

28 Phang and Goh, The Law of Contract of Singapore, paragraph 17.002.

29 Phang and Goh, The Law of Contract of Singapore, paragraph 17.003.

30 RDC Concrete Pte Ltd v. Sato Kogyo (S) Pte Ltd and another appeal [2007] 4 SLR (R) 413 at [90].

31 ibid. at [90] to [99].

32 Alliance Concrete Singapore Pte Ltd v. Sato Kogyo (S) Pte Ltd [2014] 3 SLR 857 at [33].

33 ibid. at [38].

34 Chwee Kin Keong v. Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502 at [33].

35 Olivine Capital Pte Ltd and another v. Chia Chin Yan and another matter [2014] 2 SLR 1371 at [62], citing Phang and Goh, The Law of Contract of Singapore, paragraph 10.026.

36 Olivine Capital Pte Ltd and another v. Chia Chin Yan and another matter [2014] 2 SLR 1371 at [67].

37 ibid. at [67].

38 Olivine Capital Pte Ltd and another v. Chia Chin Yan and another matter [2014] 2 SLR 1371 at [69].

39 Chwee Kin Keong v. Digilandmall.com Pte Ltd [2005] 1 SLR 502 (Chwee Kin Keong) at [53] and Quoine Pte Ltd v. B2C2 Ltd [2020] 2 SLR 20 (Quoine) at [80].

40 Quoine [2020] 2 SLR 20 at [80].

41 Chwee Kin Keong at [80].

42 Ochroid Trading Ltd and another v. Chua Siok Lui (trading as VIE Import & Export) and another [2018] 1 SLR 363 (Ochroid Trading) at [22].

43 Ting Siew May Boon Lay Choo and another [2014] 3 SLR 609 at [24].

44 ibid. at [45].

45 Esben Finance Ltd and others v. Wong Hou-Lianq Neil [2021] 3 SLR 82 at [229].

46 Ochroid Trading at [38] to [40].

47 Section 6(1)(a) of the Limitation Act (Chapter 163).

48 Section 29(1) of the Limitation Act (Chapter 163).

49 Eng Hui Cheh David v. Opera Gallery Pte Ltd [2009] SGHC 121 at [96] and [97].

50 Panatron Pte Ltd and another v. Lee Cheow Lee and another [2001] 2 SLR (R) 435 at [14].

51 Phang and Goh, The Law of Contract of Singapore, paragraph 11.095.

52 Anita Hatta v. Lee Siow Kiang Georgia and others [2020] 5 SLR 304 at [30].

53 BOM v. BOK and another appeal [2019] 1 SLR 349 at [101].

54 ibid. at [101].

55 ibid. at [141] and [142].

56 ibid. at [142].

57 Alvin Nicholas Nathan v. Raffles Assets (Singapore) Pte Ltd [2016] 2 SLR 105 at [23].

58 Hon Chin Kong v Yip Fook Mun and another [2018] 3 SLR 534 at [61].

59 Denka Advantech Pte Ltd and another v. Seraya Energy Pte Ltd and another and other appeals [2021] 1 SLR 631 at (2) and (3).

60 Out of the Box Pte Ltd v. Wanin Industries Pte Ltd [2013] 2 SLR 363 at [17] and [18].

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